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HomeMy WebLinkAboutContract 1982 1 Nit i Contract No. City Clerk Review Risk Manage i,'{`' �'_ a Bnned-_ - �' _------ AGREEMENT FOR DESIGN PROFESSIONAL SERVICES BETWEEN THE CITY OF CATHEDRAL CITY, CALIFORNIA AND STC TRAFFIC, INC. FOR ANNUAL AS-NEEDED TRAFFIC ENGINEERING SERVICES FOR VARIOUS CITY PROJECTS This Agreement for Design Professional Services ("Agreement") is entered into g 9 ( g ) as of July 1, 2022 ("Effective Date") by and between the City of Cathedral City, a municipal corporation ("City") and STC Traffic, Inc. ("Design Professional"). City and Design Professional are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. City has sought, by request for proposals, the performance of the engineering services defined and described particularly in Section 2 of this Agreement. B. Design Professional, following submission of a proposal for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services. C. Design Professional was selected by the City on the basis of Design Professional's demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required. D. Pursuant to the City of Cathedral City's Municipal Code, City has authority to enter into this Design Professional Services Agreement and the City Manager has authority to execute this Agreement. E. The Parties desire to formalize the selection of Design Professional for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows: - 1 - SECTION 1. TERM OF AGREEMENT. Subject to the provisions of Section 19 "Termination of Agreement" of this Agreement, the Term of this Agreement is for three (3) years commencing on the Effective Date ("Term") with an option to extend the Agreement for two (2) additional one (1) year terms. SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. (a) Scope of Services. Specific Scopes of Services shall be defined in individual Task Orders. In general, Design Professional agrees to perform any of the services set forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of this Agreement by this reference. (b) Schedule of Performance. The Services shall be completed pursuant to a schedule specified in the individual Task Order Should the Services not be completed pursuant to that schedule, the Design Professional shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Design Professional to continue performing the Services. SECTION 3. ADDITIONAL SERVICES. Design Professional shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 25 "Administration and Implementation" or Section 27 "Amendment" of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services. SECTION 4. COMPENSATION AND METHOD OF PAYMENT. (a) Subject to any limitations set forth in this Agreement, City agrees to pay Design Professional the hourly rates specified in Exhibit "B" "Compensation" and made a part of this Agreement by this reference. The total compensation for an individual Task Order, including reimbursement for actual expenses, shall not exceed the amount negotiated by the Parties, unless additional compensation is approved in writing in accordance with Section 25 "Administration and Implementation" or Section 27 "Amendment" of this Agreement. (b) Each month Design Professional shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor, travel, materials, equipment, and supplies. If the compensation set forth in subsection (a) and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall - 2 - independently review each invoice submitted by the Design Professional to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Design Professional for correction and resubmission. (c) Except as to any charges for work performed or expenses incurred by Design Professional which are disputed by City, City will use its best efforts to cause Design Professional to be paid within forty-five (45) days of receipt of Design Professional's correct and undisputed invoice. (d) Payment to Design Professional for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Design Professional. SECTION 5. INSPECTION AND FINAL ACCEPTANCE. City may inspect and accept or reject any of Design Professional's work under this Agreement, either during performance or when completed. City shall reject or finally accept Design Professional's work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Design Professional's work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Design Professional's work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 15 "Indemnification" and Section 16 "Insurance." SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Design Professional in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Design Professional. Upon completion, expiration or termination of this Agreement, Design Professional shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents. If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Design Professional in the course of providing the Services pursuant to this Agreement, Design Professional's guarantees and warranties in Section 9 "Standard of Performance; Familiarity With Work" of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents. - 3 - 1 SECTION 7. DESIGN PROFESSIONAL'S BOOKS AND RECORDS. (a) Design Professional shall maintain any and all documents and records demonstrating or relating to Design Professional's performance of the Services. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Design Professional pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Design Professional's address indicated for receipt of notices in this Agreement. (c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Design Professional's business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives. SECTION 8. INDEPENDENT CONTRACTOR. (a) Design Professional is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Design Professional shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. (b) The personnel performing the Services under this Agreement on behalf of Design Professional shall at all times be under Design Professional's exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Design Professional or any of Design Professional's officers, employees, or agents except as set forth in this Agreement. Design Professional shall not at any time or in any manner represent that Design Professional or any of Design Professional's officers, employees, or agents are in any manner officials, officers, employees or agents of City. - 4 - (c) Neither Design Professional, nor any of Design Professional's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Design Professional expressly waives any claim Design Professional may have to any such rights. SECTION 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK. (a) Design Professional represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Design Professional shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Design Professional shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Design Professional under this Agreement, and shall use such skill, prudence, and diligence as other members of Design Professional's profession commonly possess and exercise. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Design Professionals work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. (b) Design Professional warrants that (1) it has thoroughly investigated and considered the work to be performed, (2) it has investigated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Design Professional shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Design Professional shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Design Professional to comply with this section. SECTION 11. PREVAILING WAGE LAWS. It is the understanding of City and Design Professional that California prevailing wage laws apply to land surveying work completed under this Agreement. SECTION 12. NONDISCRIMINATION. Design Professional shall not discriminate, in any way, against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement. SECTION 13. CONFLICTS OF INTEREST. (a) Design Professional covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Design Professional's performance of the Services. Design Professional further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Design Professional agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City may determine that Design Professional must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests. If such a determination is made, Design Professional shall file the subject Form 700 with the City Clerk's Office pursuant to the written instructions provided by the Office of the City Clerk within ten (10) days of the request. (c) City understands and acknowledges that Design Professional is, as of the date of execution of this Agreement, independently involved in the performance of non- related services for other governmental agencies and private parties. Design Professional is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (d) City understands and acknowledges that Design Professional will, perform non-related services for other governmental agencies and private parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. SECTION 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Design Professional in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Design Professional. Design Professional shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. - 6 - (b) Design Professional, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Design Professional gives City notice of such court order or subpoena. (c) If Design Professional, or any officer, employee, agent or subcontractor of Design Professional, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Design Professional for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Design Professional's conduct. (d) Design Professional shall promptly notify City should Design Professional, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Design Professional or be present at any deposition, hearing or similar proceeding. Design Professional agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Design Professional. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. SECTION 15. INDEMNIFICATION. (a) Indemnification by Design Professional. As provided under Civil Code Section 2782.8, Design Professional shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all claims. actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, liabilities, damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") to the extent same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Design Professional, its officers, agents, employees or sub- consultants (or any entity or individual that Design Professional shall bear the legal liability thereof) in the performance of professional services under this Agreement, with the understanding that in the event Claims are found by the trier of fact to have been caused by the joint or concurrent negligence of the City and its contractors and Design Professionals, and Design Professional, damages and expenses from both indemnity and duty to defend obligations shall be borne by each party in proportion to its negligence. (b) Indemnification from Subcontractors. Design Professional agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub-consultant, subcontractor or any other person or entity 7 involved by, for, with or on behalf of Design Professional in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Design Professional fails to obtain such indemnity obligations from others as required here, Design Professional agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Design Professional and shall survive the termination of this Agreement or this section. (c) City's Negligence. The provisions of this section do not apply to Claims occurring as a result of City's sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents. SECTION 16. INSURANCE. Design Professional agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Design Professional agrees to provide City with copies of required policies upon request. SECTION 17. ASSIGNMENT. The expertise and experience of Design Professional are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Design Professional under this Agreement. In recognition of that interest, Design Professional shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Design Professional's duties or obligations under this Agreement without the prior written consent of the City. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 19 "Termination of Agreement." City acknowledges, however, that Design Professional, in the performance of its duties pursuant to this Agreement, may utilize subcontractors. SECTION 18. CONTINUITY OF PERSONNEL. Design Professional shall make every reasonable effort to maintain the stability and continuity of Design Professional's staff and subcontractors, if any, assigned to perform the Services. Design Professional shall notify City of any changes in Design Professional's staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance. - 8 - SECTION 19. TERMINATION OF AGREEMENT. (a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Design Professional. In the event such notice is given, Design Professional shall cease immediately all work in progress. (b) Design Professional may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. (c) If either Design Professional or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Design Professional, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Design Professional or City, all property belonging exclusively to City which is in Design Professional's possession shall be returned to City. Design Professional shall furnish to City a final invoice for work performed and expenses incurred by Design Professional, prepared as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. SECTION 20. DEFAULT. In the event that Design Professional is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Design Professional for any work performed after the date of default. Instead, the City may give notice to Design Professional of the default and the reasons for the default. The notice shall include the timeframe in which Design Professional may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Design Professional is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Design Professional does not cure the default, the City may take necessary steps to terminate this Agreement under Section 19 "Termination of Agreement." Any failure on the part of the City to give notice of the Design Professional's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. SECTION 21. EXCUSABLE DELAYS. Design Professional shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Design Professional. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe - 9 - weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. SECTION 22. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Design Professional in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement. SECTION 23. NOTICES. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows: To City: City of Cathedral City Attn: City Manager 68-700 Avenida Lalo Guerrero Cathedral City, CA 92234 To Design Professional: STC Traffic, Inc. Attn: Jason Stack, President 5973 Avenida Encinas, Suite 218 Carlsbad, CA 92008 Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. SECTION 24. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Design Professional represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Design Professional to the performance of its obligations hereunder. SECTION 25. ADMINISTRATION AND IMPLEMENTATION. This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 27 "Amendment" and the City Manager's contracting authority under the Cathedral City Municipal Code. SECTION 26. BINDING EFFECT. - 10 - ' I This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. SECTION 27. AMENDMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Design Professional and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager's contracting authority under the Cathedral City Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. SECTION 28. WAIVER. Waiver byanyPartyto this Agreement of anyterm, condition, or covenant of this 9 Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Design Professional shall not constitute a waiver of any of the provisions of this Agreement. SECTION 29. LAW TO GOVERN; VENUE. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside. SECTION 30. ATTORNEYS FEES, COSTS AND EXPENSES. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled. SECTION 31. ENTIRE AGREEMENT. This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Design Professional and City prior to the execution of this Agreement. No statements, representations or other agreements, - 11 - whether oral or written, made by any Party which are not embodied herein shall be valid and binding. SECTION 32. SEVERABILITY. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). SECTION 33. CONFLICTING TERMS. Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written. CITY OF CATHEDRAL CITY STC TRAFFIC, INC. Charles P. McClendon By: ,J&Silty City Manager Its: WEStOT-NT/CFo ATTEST: By: Its: • AAs I lc Tracey '7 ermosillo, CMC City Clerk APPROVED AS TO • Eric S. Vail City Attorney NOTE: DESIGN PROFESSIONAL'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO DESIGN PROFESSIONAL'S BUSINESS ENTITY. - 12 - 1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) On 7SU 1\ , 2022 before me, I G1).: I.c.S Ncs`,1 c.r c1 6-s', 40 trig b I i Date Name And Title Of Officer(e.g."Jane Doe,Notary Public") —T S personally appeared T1 &S6'i 6 C Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/s4e/ttiey executed the same in his/herttheir authorized capacity(ies), and that by his/heir signature(a) on the instrument the person(s), or the entity upon behalf of which the persons) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and DOUGLAS DESJARDINS correct. (.4 �`• COMM.#2319380 NOTARY PUBLIC •CALIFORNIA g WITNESS my hand and official seal. Vito, SAN DIEGO COUNTY " ^' Commission Expires Jan 19,2024 Sig ur of Notary Public OPTIONAL Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES)CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name: Individual Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Attorney-In-Fact Number Of Pages Trustee(s) Guardian/Conservator Other: Date Of Document Signer is representing: Name Of Person(s)Or Entity(ies) Signer(s)Other Than Named Above A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) On , 2022 before me, Date Name And Title Of Officer(e.g."Jane Doe,Notary Public") personally appeared Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES)CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name: Individual Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Attorney-In-Fact Number Of Pages Trustee(s) Guardian/Conservator Other: Date Of Document Signer is representing: Name Of Person(s)Or Entity(ies) Signer(s)Other Than Named Above EXHIBIT "A" SCOPE OF SERVICES FROM PROPOSAL A-1 T� City of Cathedral City: Professional Traffic Engineering Services 44 p4� Cathedral City C. Scope of Work r The City of Cathedral City will select qualified engineering firms 1 fit to provide as-needed professional traffic engineering services. The selected firms will assist the City across a variety of key • ,__ areas including, but not limited to, speed data analysis, - • '' ° - „a '"t intersection control studies, safety studies, standard detail r1 ma:: review,traffic signal design,and miscellaneous tasks. ; f 1 • In this role, selected firms will provide the City with a broad . range of technical expertise,including an understanding of the �:- . local environment,any upcoming changes to the City's Capital Improvement Program, and an understanding of current Jason Stack working hands-on in policies, procedures, and City projects. STC's equipment testing lab. The STC Team is highly-qualified to provide the expertise needed to fulfill these requirements. Highlights of our project understanding and vision for the City are provided below: • The culture at STC was built on a foundation of providing on-call traffic engineering services,with special recent focus in Riverside County. We understand the immediate nature of as-needed contracts and stand ready to serve the City when needs arise.We have established successful on- call traffic engineering contracts with the Cities of Jurupa Valley, Eastvale, Menifee, Temecula, Moreno Valley, Fontana, Lake Elsinore, Beaumont,and Hemet. • We have a proven model for delivering every element of the Scope of Services with extensive on- C.' call traffic engineering experience. Each of these contracts demonstrates our strong regional presence and ability to deliver the range of services that will be required under this contract from review of traffic studies to complex professional engineering tasks to staff extension services across diverse disciplines. We are modeled after a municipal Public Works/Engineering Division for precisely this reason, so we can provide a wide breadth of traffic engineering services on a flexible basis. • In addition to the services discussed in the RFP, our project experience throughout Riverside WM% County involves extensive traffic engineering/transportation planning efforts involving multimodal transportation,complete streets, bicycle/pedestrian facilities,and redevelopment of transit corridors. Each of our projects involve significant stakeholder engagement and we often mediate sensitive community issues. • As a firm with a major stake in the region, we travel the roadways daily and know the City of � Cathedral City's circulation system inside and out—from the traffic signal technology to traffic rU flow issues. Our staff is poised to hit the ground running, with little to no learning curve related to understanding the local environment,City polices, City staff, and City contracting procedures. This is demonstrated through our track record with the City. STC Traffic, Inc. Proposal for Annual As-Needed Professional Traffic Engineering Services 24 ' 1 • Tc, City of Cathedral City: Professional Traffic Engineering Services SII \ Cathedral City • We offer a variety of value-add traffic engineering services.This includes leveraging our extensive experience with traffic calming,active transportation projects,local roadway safety projects,Safe Routes to School,and parking management plans—we are experts in all of these specialty areas. • Stephen Manganiello, our proposed Project Manager for this contract, has specialized project experience leading active transportation, Complete Streets, and Safe Routes to School projects. While serving as Director of Public Works/City Engineer for National City,Mr.Manganiello served as Project Manager responsible for project development and delivery of the $10 million Downtown 8th Street Corridor Smart Growth Revitalization project. One of the key goals of the City's Strategic Plan was to revitalize Downtown National City,which is centered around National I City Boulevard and 8th Street. Mr. Manganiello supervised development of concepts for corridor enhancements and applied for two grants to secure$2.5 million for capital improvements through SANDAG's Smart Growth Incentive Program/State's Safe Routes to School. The project involved traffic calming, pedestrian, bicycle,Safe Routes to School,and streetscape enhancements on 8th Street between Harbor Drive and Highland Avenue to encourage smart growth revitalization and multimodal connections to the 8th Street Trolley Station. Mr. Manganiello's track record of experience is unmatched in the industry, and he has played a central role in nearly every recent transportation planning effort in the City of National City(further discussed in Section B.4). • Our clients have utilized our contracts to the fullest extent because our traffic/transportation engineering projects rank among their highest priorities.Our track record shows that not only are we available to address the City's immediate,task-specific needs, but we have the expertise to guide the long-term planning of the City's local and regional transportation infrastructure. We look forward to helping to build out projects in alignment with the City's long-term vision. • We understand the importance of funding in local projects,and we have the dedicated staff who know how each of these projects fits into the local and regional context. Our key staff can speak to the City's ongoing traffic engineering priorities moving forward. • The type of work we are doing under direct contract with our municipal clients goes from planning to design through procurement and operations—we know how to deliver transportation infrastructure that fits into a focus on ITS, focus on better service through more efficient 111 operations on arterials,focus on effective coordination between Caltrans and the City, and focus ami.* on delivering projects connected to HSIP funding programs. • In addition to our Riverside County on-call traffic engineering experience, STC has demonstrated leadership in as-needed traffic engineering services through contracting with nearly every municipality in the County of San Diego. STC and key staff have worked shoulder-to-shoulder to deliver projects. • Mr. DiPierro, Senior Principal Planner, has developed transportation elements for numerous general and master plan projects focusing on mobility,circulation,and multimodal travel options. He is a highly experienced manager,having supervised teams of engineers for more than 30 years as City Traffic Engineer,along with specializing in training and development of staff. Mr. DiPierro STC Traffic, Inc. I Proposal for Annual As-Needed Professional Traffic Engineering Services 1 Tic, City of Cathedral City: Professional Traffic Engineering Services t lit „p� Cathedra'City was responsible for managing Oceanside's Circulation Element, and he was instrumental in overseeing the comprehensive plan that included policies and implementation strategies, roadway classifications,circulation patterns for both automobiles and bicyclists, roadway design ,U standards, LOS analysis methodology, and traffic impact study guidelines. • We want to distinguish ourselves as a full-service firm that will think about and take advantage of low-cost operational opportunities. We have extensive experience incorporating safety data to support larger and safer projects,especially where low-hanging modifications can add substantial value to the City. • The size and scale of the City's typical task authorizations are"right-sized"to our firm.STC has always relished the opportunity to exceed expectations on small contracts, demonstrating to the City that our team is local,adaptive,and readily-available to deliver on tasks of any size.As a small firm,we are nimble and able to make staff adjustments to meet demanding timelines. • At STC, we do not mark-up subconsultant services and act as a direct pass-through to the City. We also do not mark-up expenses. We are a local firm and do not charge for mileage.These cost considerations will extend the City's limited funding resources and provision of services. C.1 In-House Technical Capabilities STC has the in-house technical capabilities to complete all elements of the Scope of Services.Each section our proposal demonstrates our technical ability, organizational capacity, and financial capacity to successfully deliver on-call traffic engineering work for Cathedral City.The City anticipates that the Scope of Services may include, but not be limited to, speed data analysis, intersection control studies, safety C'v studies,standard detail review,traffic signal design,and miscellaneous tasks. STC has excelled at providing these services to local and regional municipal agencies for 15 years. Below, is a general summary of some of STC's technical capabilities and a few value-add areas that differentiate our firm's ability to provide as-needed traffic engineering services and serve as true staff extension. • Traffic Studies Including Intersection Control Studies and Safety Studies. STC has a diverse • background in preparing and/or reviewing technical studies for transportation, land use and land auks development projects, working collaboratively on mobility studies, traffic calming studies, transportation impact analysis reports,traffic signal warrants,all-way stop warrants,line-of-sight studies, and other specialized studies that may arise as part of this contract. • Traffic Counts. STC assists in collecting intersection and roadway segment traffic volumes for nearly all of our on-call traffic engineering contracts.STC has a list of trusted data collection firms that are contracted for this type of work. The traffic volumes are checked for accuracy before submittal. STC assisted the City of Carlsbad, for example, in collecting traffic volumes for monitoring growth as part of the City's Growth Management Program. STC Traffic, Inc. I Proposal for Annual As-Needed Professional Traffic Engineering Services 26 1 Y,NT,F, City of Cathedral City: Professional Traffic Engineering Services lit Cathedral City • Speed Data Analysis/Multimodal Data Collection and Analysis. STC has extensive experience preparing local mobility analysis and plans for a variety of municipalities including the Cities of Menifee, Carlsbad, Vista, and Imperial Beach. STC's analysis provides mitigation measures to improve vehicular, pedestrian,transit and bicycle levels of service within the project study areas. Transportation technical studies and associated projects are generally prepared in-house under the direction of Balaji Shivaji, TE. For the City of Carlsbad, he served a critical role in navigating changes to transportation evaluation and monitoring as the City turned its focus to achieving a balanced transportation system with robust active transportation, climate action,and Smart City initiatives. Mr. Shivaji commissioned traffic count data collection at monitoring locations, conducted directional peak hour roadway segment analysis, and prepared the GMP annual monitoring report.We have performed similar types of analysis for most our municipal clients. • Traffic Engineering Design Services. STC has extensive experience in preparing plans, specifications,and estimates(PS&E)for a variety of traffic improvements including traffic signals, street lighting,signing,and striping,and signal interconnect. Traffic signal design and associated improvements are part of STC's core expertise, and STC performs these services on a daily basis.STC's staff has delivered a variety of traffic signal design and improvement projects for municipal agencies in Riverside County, showcasing an extensive history of successful projects. We have developed plans addressing minor public improvements such as ADA curb ramps, sidewalks, trails, roadway widening, curbs, gutters, drainage facilities and guard rails. Our experience of specifying equipment, assembling bid packages, and implementing and (34) managing construction on similar projects has provided a keen appreciation for the required level of detail to have a successful bid and deployment of the specified facilities.All traffic engineering design plans are managed and reviewed by STC staff licensed as Professional Engineers (PE) and Traffic Engineers (TE) in the State of California. We take project documentation extremely seriously by providing QA/QC services throughout our PS&E process. The focus is to ensure that plans meet engineering design standards and to identify potential design and/or constructability issues prior to going out to bid to avoid costly change orders during construction. 111 • Plan Check Review. STC is currently conducting plan check services for Jurupa Valley, Moreno Valley, Menifee, Hemet, Encinitas, National City, Solana Beach, Imperial Beach, La Mesa, and other local and regional agencies.STC has been providing high quality plan check services to cities from inception. Because we provide design and implementation of traffic systems,we can identify issues on the plans that other firms may not identify in the plan check process. Through the plan check process,our team provides the expertise needed to resolve design issues before the project goes to construction. tJ • TIA Guidelines. STC assists with developing TIA guidelines, and we apply our knowledge of local criteria and methodologies for completing a TIA, performing reviews efficiently and providing valuable feedback to City staff and developers. These have been for a range of developments, including single and multi-family residential subdivisions, mixed-use master plan communities, STC Traffic, Inc. Proposal for Annual As-Needed Professional Traffic Engineering Services 1 •\T a City of Cathedral City: Professional Traffic Engineering Services itt c.*e Cathedral City and industrial parks. When we conduct traffic impact study and development reviews on behalf of agencies,most of our revenue is in review rather than production.The City will never see us on the other side of the table for developer-oriented projects.This is a big value-add for our clients. • rk • VMT Guidelines. We have developed VMT guidelines for the Cities of Menifee, Oceanside,Vista, and Imperial Beach.We also make sure that developers/companies who do business with each of these agencies are executing VMT guidelines properly. • Project Management/Sensitive Community Coordination. Mr. Manganiello's track record of project management is unsurpassed in the field.While serving as Director of Engineering&Public Works for National City, he led the development of the City's General Plan Circulation Element Update,Downtown Specific Plan Update and Parking Management Plan,Bicycle Master Plan,two Active Transportation Plans,and Citywide Safe Routes to School Program. Mr. Manganiello has been able to navigate sensitive community coordination for many of these projects, such as when the community voiced concerns over loss of parking due to proposed crosswalk enhancements associate with active transportation improvements. STC performed a 1 traffic and parking analysis, which led to an innovative road diet converting four travel lanes to ;E1 two lanes with a center left turn lane, allowing for curb extensions and a refuge island at the crosswalk, Class III bike sharrows, parallel parking on one side of the street, and reverse angle parking.The concept garnered strong community support. i i • Livable and Complete Street Policies, Programs, and Designs. STC has played a vital role in Complete Streets programs for the Cities of Menifee,Oceanside,Encinitas,Solana Beach,Imperial Beach,San Diego,National City,and La Mesa.In the City of Encinitas,for example,STC has stayed $24) involved with active transportation improvements for nearly every major corridor in the City,STC designed a Road Diet and Complete Streets project on Coast Highway 101 from the north city limit in Leucadia and south to Swami's Beach.This was a high-profile project that represented the first implementation of a ten-year plan to create a reduced-traffic,bicycle and pedestrian-friendly,art- infused,curbside dining"village"through Leucadia. • Traffic Calming Programs. STC has worked with communities to develop new traffic calming II programs, identify neighborhood-based solutions, and develop citywide traffic calming solutions Roia for arterial roadways. STC provides full-service design and implementation for traffic calming projects. STC provides a data driven, community-based approach to encourage residents' active participation in identifying concerns, developing reasonable solutions, and supporting final outcomes. STC supports traffic calming programs by performing a variety of site assessments, walk audits, traffic analysis, feasibility studies, complete streets design, and community engagement. In the City of Imperial Beach,for example,STC recently completed a traffic calming study to identify potential solutions to address speeding and neighborhood cut-through traffic 4 along two parallel residential streets, Elm Avenue and Donax Avenue, which serve as walking routes to two local schools. STC Traffic, Inc. l Proposal for Annual As-Needed Professional Traffic Engineering Services 28 i T." , City of Cathedral City: Professional Traffic Engineering Services '�� cF Cathedral City • Alternative Analysis/Feasibility Studies. STC regularly conducts detailed field assessments of existing pedestrian, bicycle,and automobile conditions. For example, in the City of Solana Beach along the Lomas Santa Fe Corridor from Coast Highway 101 to Highland Avenue, STC identified • potential solutions to gaps in mobility, connectivity challenges, and overall travel condition enhancements. STC met with the community for a day-long walk audit and community-wide workshop. During these two events, the team received feedback from community members/advocacy groups to improve the traveling experience for all users. Near-term and long- term recommendations were addressed in the second phase of the project, which included conceptual designs and cost estimates. STC developed several alternatives for the corridor to balance mode-share and create a safe,aesthetically pleasing environment for all users based on k complete streets best practices. STC also provided the City with a turn-key grant application for SANDAG Cycle 4 Active Transportation Grant Program "Call for Projects."The application,which ranked second out of all applications received, resulted in a grant award of over$680,000. The grant supported enhanced bicycle, pedestrian, and traffic calming improvements including bulb- i outs, ADA compliant push buttons and curb ramps, high-visibility crosswalks, sidewalks, pedestrian scale lighting, pocket park walkways, multi-use path, mid-block pedestrian crossing enhancements with pedestrian signal,green bike lane/conflict zone striping, buffered bike lanes, landscape medians, on-street parking, and parking buffers. Study of roundabouts east of i '� Interstate 5 were also funded. • Traffic Control Plans. STC's traffic control plans account for construction phasing, means and methods of work, work zone safety, pedestrian safety and accessibility, with a strong emphasis i on minimizing impacts to traffic, residences, local businesses, and sensitive habitat. Our design i approach also considers opportunities to expedite the construction schedule and minimize costs. I (AO • Traffic Operations and Maintenance of the City's Traffic Signal System. STC provides technical support for traffic signal operations and maintenance for municipalities throughout Riverside County. As part of these services, STC regularly directs signal maintenance and construction contractors i in the field on standard tasks and provides expertise on specialized systems tasks that are typically not covered by electricians. Our services extend well beyond support and into traffic signal 111 maintenance and asset management including: elks o Ensuring contractor-supplied equipment is compatible with existing equipment. o Generating cost effective, multi-year device replacement plans. o Performing independent evaluations and audits of the traffic signal maintenance program/practices to ensure compliance with best practices. o Assisting with the development, evaluation, and implementation of asset management systems. >4. o Administering and/or providing related asset inventories. The most effective signal system balances the use of advanced technology with the applicable use of traditional modes of operations such as time-of-day coordination. Integrating safe and reliable STC Traffic, Inc. I Proposal for Annual As-Needed Professional Traffic Engineering Services 29 SII� ``�a City of Cathedral City: Professional Traffic Engineering Services 4F � Cathedral City signal timing solutions demands proven experience in utilizing the advanced features of traffic controller software in challenging applications such as adaptive operations. STC has developed many timing plans for highly specialized operations. STC understands the system limitations of controller software and thoughtfully utilizes advanced timing parameters and strategies to achieve optimal arterial system and intersection specific performance. Our team of engineers is equipped with the tools and know-how to perform general traffic data collection and advanced performance analysis.This includes traffic signal timing and coordination optimization,which STC has performed throughout Riverside County.Steps include review of existing conditions based on the existing geometry,traffic volumes and signal timing, traffic signal timing calculations,traffic signal optimization,traffic signal timing sheets,and testing,field implementation,and fine-tuning. • Communication Systems. STC has a specialty in ITS, Telecommunications and Network Engineering and is well qualified to effectively plan,design,install and integrate related elements and systems. ITS projects also demand technical knowledge of equipment, media, and applications to procure the most suitable and cost-effective technology. STC assesses the needs and prepares the concepts that meet the needs. Our PS&E packages for ITS improvements develop the concepts with fanatical detail and review to ensure constructability and adherence to local and statewide standards. STC has developed large scale master plans and small-scale corridor concepts.We have developed ITS improvements that include virtually all traffic control, data collection, information dissemination, and surveillance elements. We have developed communications systems including fiber optic, wireless(multiple variations),and copper communications utilizing audio,IP,and serial standards. Our deep understanding of ITS standards and Caltrans standards allows us to develop PS&E efficiently and correctly. • Emerging Technology.We routinely test and research new and innovative ITS products that come to market. STC's hands-on approach to engineering affords us the opportunity to create and develop innovative and advanced techniques. Combining our hands-on approach to ITS design with our expertise in communications, networking, and traffic signal systems, allows us to make sound evaluations and recommendations of ITS systems and products. IP • Staff Extension/Stakeholders/City Council Meetings. Most of Mr. Manganiello's projects have tow involved coordination with diverse stakeholders, including non-profit community organizations, advocacy groups, local schools, regulatory agencies, transit agencies, utility companies, and private developers. He regularly presents at City Council Meetings and serves as a true extension of City staff as shown in our relevant project experience. The technical capabilities discussed above are just some of the expertise that STC's team brings to the table for Cathedral City.We are very excited to continue to support the City through this contract. STC Traffic, Inc. Proposal for Annual As-Needed Professional Traffic Engineering Services 30 EXHIBIT "B" SUMMARY OF COSTS FROM PROPOSAL B-1 1111‘4,111-‘ �G STC Traffic, Inc. Hourly Rate Sheet City of Cathedral City Professional Traffic Engineering Services Executive/Management Classifications Hourly Rate Principal-in-Charge — $270 Senior Principal Manager $250 Principal Manager $230 Senior Project Manager $210 Project Manager $190 Professional Engineering Classifications Principal Engineer $220 Senior Project Engineer $200 Project Engineer $180 Associate Engineer $150 Assistant Engineer $120 Professional Planning Classifications Principal Planner $190 Senior Project Planner $170 Project Planner $150 Associate Planner $130 Assistant Planner $110 Technical/Specialized Classifications Senior Technical Specialist $200 Construction Manager $190 Project Technical Spedalist $180 Construction Engineer/Inspector $170 Other Classifications Intern $90 Expert Witness $350 STC Traffic is a local business and there are no direct costs for mileage. Outsourced reimbursable expenses such as printing and reproduction,deliveries and overnight shipping, computerized plotting,materials,etc.,will be charged to the client at the consultant's cost without mark- up. EXHIBIT "C" INSURANCE A. Insurance Coverages. Service Provider shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Provider, its agents, representatives or employees. Service Provider shall procure and maintain the following scope and limits of insurance: Only the following "marked" requirements are applicable: X Commercial General Liability (CGL): Insurance written on an occurrence basis to protect Service Provider and City against liability or claims of liability which may arise out of this Agreement in the amount of one million dollars ($1,000,000) per occurrence and subject to an annual aggregate of two million dollars ($2,000,000). Coverage shall be at least as broad as Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. additional insured claims or contractual liability. All defense costs shall be outside the limits of the policy. X Vehicle Liability Insurance: Vehicle liability insurance in an amount not less than $1,000,000 for injuries, including accidental death, to any one person, and subject to the same minimum for each person, in an amount not less than one million dollars ($1,000,000) for each accident, and property damage insurance in an amount of not less than one million dollars ($1,000,000). A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required minimum limits. Coverage shall be at least as broad as Insurance Services Office form number CA 0001 covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the approval of the City. X Workers' Compensation Insurance: Workers' Compensation insurance that includes a minimum of one million dollars ($1,000,000) of employers' liability coverage. Service Provider shall provide an endorsement that the insurer waives the right of subrogation against the City and its respective elected officials, officers, employees, agents and representatives. In the event a claim under the provisions of the California Workers' Compensation Act is filed against City by a bona fide employee of Service Provider participating under this Agreement, Service Provider is to defend and indemnify the City from such claim. X Professional Liability Insurance: Professional liability insurance appropriate to the Service Provider's profession in an amount not less than one million dollars C-1 1 $1,000,000 per occurrence. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three (3) consecutive years following the completion of Service Provider's services or the termination of this Agreement. During this additional three (3) year period, Service Provider shall annually and upon request of the City submit written evidence of this continuous coverage. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Coverages. a. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City. b. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. 2. Commercial General Liability and Automobile Liability Coverages. a. City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Service Provider performs; products and completed operations of Service Provider; premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. b. Service Provider's insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Service Provider's insurance. c. Service Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. C-2 d. Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers. e. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. 3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Service Provider. C. Other Requirements. Service Provider agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Service Provider furnish City with copies of original endorsements effecting coverage required by this Exhibit "C". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. 1. Service Provider shall furnish certificates and endorsements from each sub-contractor identical to those Service Provider provides. 2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Service Provider shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. 3. The procuring of such required policy or policies of insurance shall not be construed to limit Service Provider's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. C-3 I ACO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) �...----- 07/07/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Jacqueline Byrne NAME: Matsen Insurance Brokers,Inc. PHONE (707)444-9292 FAX (707)444-9529 (A/C,No,Ext): (AIC,No): 3101 Concorde Drive,Suite C E-MAIL Jackiei matsen.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# McKinleyville CA 95519INSURER A: CM Vantage Specialty 15872 INSURED INSURER B: Nationwide Mutual 23787 STC Traffic,Inc. INSURER c: Endurance American Specialty Ins.Co. 41718 5973 Avenida Encinas,Suite#218 INSURER D: Hartford Fire Group 19682 INSURER E: Admiral Insurance Company 24856 Carlsbad CA 92008 INSURER F: COVERAGES CERTIFICATE NUMBER: CL223208911 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AUUL SUBH POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVo POLICY NUMBER (MM/DDIYYYY ) (MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 300,000 MED EXP(Any one person) $ Excluded A Y Y CMV-PLI-0029523-01 01/01/2022 01/01/2023 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER' $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED Y Y ACPBA3046931702 01/01/2022 01/01/2023 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ ' AUTOS ONLY _ AUTOS ONLY (Per accident) $ 1 X UMBRELLA LIAB — OCCUR EACH OCCURRENCE $ 6,000,000 C EXCESS LIAB CLAIMS-MADE ELD30003063501 01/01/2022 01/01/2023 AGGREGATE $ 6,000,000 DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER D YNIA Y 57WECGI9278 01/01/2022 01/01/2023 ANY PROPRIETOR/PARTNER/EXECUTIVE YN 1,000,000 OFFICER/MEMBER EXCLUDED? E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 Each Claim $3,000,000 Professional Liability E E0000056405-01 03/02/2022 01/01/2023 Aggregate $3,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:AS-NEEDED TRAFFIC ENGINEERING SERVICES FOR THE CITY OF CATHEDRAL CITY City of Cathedral City and its respective elected officials,officers,employees,agents and representatives are included as additional insured per the attached form CG 20 10 04 13 General Liability coverage is primary and noncontributory per the attached form PLI 52 40 06 16. Waiver of subrogation applies to the General Liability policy per the attached form CG 24 04 05 09. City of Cathedral City and its respective elected officials,officers,employees,agents and representatives on the Auto policy are included as additional insureds per the attached form CA 20 48 10 13 with Primary and Non-Contributory per the attached form AC 20 41 03 16 and waiver of subrogation CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Cathedral City ACCORDANCE WITH THE POLICY PROVISIONS. 68-700 Avenida Lab Guerrero AUTHORIZED REPRESENTATIVE Cathedral City CA 92234 I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 00004711 .----•""e% LOC#: ACORD ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Matsen Insurance Brokers,Inc. STC Traffic,Inc. POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM ISA SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance attached per policy form CA0444. Waiver of subrogation applies to the workers compensation policy per policy form WC 04 03 06 30 days'advance written notice,10 days for non-payment of premium,prior to cancellation or material change in policy coverage(s). ACORD 101(2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1 CA 20 48 (02-99) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name of Person(s) or Organization(s): City of Cathedral City (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. Copyright, Insurance Services Office, Inc., 1998 CA 20 48 (02-99) POLICY NUMBER: CMV-PLI-0029523-01 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIALE G NERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Any person or organization whom you are required to All locations where your ongoing operations are add as an additional insured to this policy under a written performed for any additional insured as specified in a contract executed prior to the occurrence which results written contract. in bodily injury or property damage under Coverage A, or the offense which results in personal and advertising injury under Coverage B. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage" occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or 1. Your acts or omissions; or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or However: 2. That portion of "your work" out of which the injury or damage arises has been put to its 1. The insurance afforded to such additional intended use by any person or organization insured only applies to the extent permitted by other than another contractor or subcontractor law; and engaged in performing operations for a 2. If coverage provided to the additional insured is principal as a part of the same project. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are C. With respect to the insurance afforded to these required by the contract or agreement to additional insureds, the following is added to provide for such additional insured. Section III—Limits Of Insurance: CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: CMV-PLI-0029523-01 CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: g Any person or organization whom you are required to waive anyright of q t recoveryunder a written contract 9 executed prior to the occurrence which results in bodily injury or property damage under Coverage A, or the offense which results in personal and advertising injury under coverage B. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV-Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 BUSINESS AUTO AC 20 41 01 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM SCHEDULE Name of Person(s) or Organization(s): City of Cathedral City (If no entry appears above, information required to complete this endorsement will be shown in the Declara- tions as applicable to the endorsement.) A. SECTION II—LIABILITY COVERAGE B. SECTION IV — BUSINESS AUTO A.1. Who Is An Insured is amended to include CONDITIONS as an additional insured for Liability Coverage, The following paragraph is added to B.5. of each person or organization shown in the Sche- Other Insurance: dule, but only to the extent that person or organ- e. If required by a written contract or written ization qualifies as an "insured". Loss must arise agreement executed before the "accident" out of ongoing operations performed for the occurred, any insurance carried by the per- Named Insured. son or organization shown in the schedule shall be noncontributory with respect to the coverage provided to you. All terms and conditions of this policy apply unless modified by this endorsement. AC 20 41 01 10 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. COMMERCIAL AUTO CA 04 44 03 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM SCHEDULE Name(s) Of Person(s) Or Organization(s): City of Cathedral City Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Oth- ers To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "ac- cident" or the "loss" under a contract with that person or organization. All terms and conditions of this policy apply unless modified by this endorsement. CA 04 44 03 10 © Insurance Services Office, Inc., 2009 Page 1 of 1 POLICY NUMBER:CMV-PLI-0029523-01 THIS ENDORSEMEN CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMEN - ADDITIONAL INSURED - PRIMARY AND NONCONTRIBU ORY - OTHER INSURANCE CONDITION SCHEDULE Additional Insured: City of Cathedral City A. Information to complete the Schedule, if not shown above, will be shown in the Declarations. The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary and Noncontributory Insurance As respects the Additional Insured shown in the Schedule above, this insurance is primary to and will not seek contribution from any other insurance available to the Additional Insured, provided that: B. The Additional Insured is a Named Insured under such other insurance; and C. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the policy remain unchanged. LI 52 40 06 16 Page 1 of 1 Copyright 201 , CM Vantage Sp cialty Insurance Comp ny 50X,_ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 57 WEC G19278 Endorsement Number: Effective Date: 01/01/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBAD CA 92008 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form W 04 03 06 (1) Printed in U.S.A. Process Date: 11/22/21 Policy Expiration Date: 01/01/23 I -